Podcast appearances and mentions of shannon stewart

Today on Eden Exchanges, our Client Operations Manager and Team Lead, Kirstie Dinning, spoke to Shannon Stewart, Regional Branch Owner of Urban Clean Gold Coast. Listen as Shannon discusses the Urban Clean offering, the opportunity that's available in the market, why she joined Urban Clean, how Urban Clean supports new franchisees and much more. Want to learn more? You can visit Urban Clean's website today: https://urbanclean.com.au/.

Today on Eden Exchanges, our Client Operations Manager and Team Lead, Kirstie Dinning, spoke to Shannon Stewart, Regional Branch Owner of Urban Clean Gold Coast. Listen as Shannon discusses the Urban Clean offering, the opportunity that's available in the market, why she joined Urban Clean, how Urban Clean supports new franchisees and much more. Want to learn more? You can visit Urban Clean's website today: https://urbanclean.com.au/.

God, Our Perfect Father, by Shannon Stewart. 9/8/2024. Sunday AM Sermon.

Episode #13 Ashika sits down with Shannon Stewart, an intuitive lunar mentor, spiritual coach, and ceremonialist, to explore the profound connection between lunar cycles, spiritual practices, and personal transformation. Shannon shares her journey into spiritual mentorship, revealing how working with the moon's energies can help individuals connect with their feminine power and navigate life's challenges with greater ease and clarity. Shannon dives deep into the significance of lunar mentorship, exploring how understanding and aligning with the natural cycles of the moon can lead to deeper self-awareness and holistic well-being. She shares the powerful role of the Dark Moon phase for introspection and healing, the energetics of different days of the week, and how full moon ceremonies can facilitate release and renewal. The conversation also touches on the sacred practice of cacao ceremonies, the healing benefits of plant medicine, and the importance of setting intentions in all spiritual work. Shannon offers practical insights into how these practices can be integrated into daily life, emphasizing the importance of living in alignment with natural rhythms for personal and spiritual growth. Key Takeaways: 1. The Power of Lunar Mentorship: Understanding the moon's cycles can deepen self-awareness and enhance feminine energy, helping individuals navigate both inner and outer challenges. 2. Importance of Natural Cycles: Aligning with natural cycles, such as the lunar and menstrual cycles, fosters well-being, productivity, and a balanced life. 3. Sacred Cacao Ceremonies: The ancient practice of cacao ceremonies offers both physical health benefits and spiritual insights, especially when approached with clear intentions. 4. Energetics of Days: Each day of the week carries unique energy; working with these energies can positively impact daily routines and overall well-being. 5. Healing with Plant Medicine: When used with intention and care, plant medicines like cacao and psilocybin can facilitate deep relaxation, introspection, and connection to one's inner self. This episode is a must-listen for those looking to explore the intersection of spirituality, self-care, and personal transformation. Shannon's wisdom and Ashika's thoughtful questions provide valuable insights into living a life of alignment and purpose. Learn more about our guest Shannon. IG https://www.instagram.com/themodernhustle.ca?igsh=YTNkaTlwbTJiNW95 Learn more about your host Ashika The Secrets Of A Vibrant Woman Podcast -Apple https://podcasts.apple.com/ca/podcast/the-secrets-of-a-vibrant-woman-podcast/id1737012988 The Secrets Of A Vibrant Woman Podcast -Spotify https://open.spotify.com/show/0hKUwEQu8N2xUfdQBAXdcl?si=vDh9AfnwQjenz46x4tuPig The Secrets of a Vibrant Woman Free Facebook Private Group https://www.facebook.com/share/fhkbtxjpp7pbHnxW/?mibextid=K35XfP Learn more about your host Ashika  https://www.ashikalessani.com/about

When the cozy traditions of Easter weave into conversations, you know it's bound to be a roundtable to remember. Stepping in for Mike Bono, I'm Fiddy, and I was thrilled to host an Easter Roundtable with a dynamic mix of past guests who lit up the discussion with their personal memories and traditions. From the pressures of childhood church speeches to the adaptation of celebrations amidst loss, our panel—JJ Phillips, Brandon Wiley, Chris Marsco, Shannon Stewart, Jason Bickel, and Rusty Bliss—brought the tapestry of their lives to the table, offering insights on everything from favorite holiday foods to how Easter ranks among other festive days in their hearts.Who knew that Easter could spark such a heartfelt debate on the best candies and springtime flicks? This episode is a treasure trove of nostalgia and laughter, peppered with tales of festive pancakes, adult-themed egg hunts, and even the mischievous expansion of Peeps in the microwave. As we reminisced about past Easters, our panel highlighted the nuances of celebrating in various climates and the joy found in simple seasonal activities like coaching flag football. And you won't want to miss the spirited banter over which Easter treat reigns supreme, or the passion that ignites when deciding whether "The Sandlot" or "The Goonies" is the ultimate childhood movie.Wrapping up with an enticing movie debate, it's clear that the Easter holiday holds a special place in our lives, whether we're reflecting on poignant family gatherings, embracing new traditions, or just enjoying the onset of spring. Big thanks to JJ, Brandon, Jason, Chris, Rusty, and Shannon for joining us, and to you, our listeners, for tuning in. As this episode comes to a close, we hope you're leaving with a smile and perhaps a new perspective on how to celebrate this Easter, whether you're a Reese's egg enthusiast or gearing up for your own version of a Dyngus Day festivity. Happy Easter, everyone!Stupid Should Hurt Link to my Merch store the Stupid Should Hurt Line!Reaper Apparel Reaper Apparel Co was built for those who refuse to die slowly! Reaper isn't just clothing it's a lifestyle!Subscribe for exclusive content: https://www.buzzsprout.com/1530455/support Tactical Brotherhood The Tactical Brotherhood is a movement to support America.Dubby Energy FROM GAMERS TO GYM JUNKIES TO ENTREPRENEURS, OUR PRODUCT IS FOR ANYONE WHO WANTS TO BE BETTER.Shankitgolf Our goal here at Shankitgolf is for everyone to have a great time on and off the golf courseBono's Brew Fresh ground coffee, in a variety of flavors, shipped right to your door within 3 days!Disclaimer: This post contains affiliate links. If you make a purchase, I may receive a commission at no extra cost to you.Support the show

For as long as it has existed, baseball has been intertwined with New York City, with the two developing alongside one another into American institutions. With special guest Kevin Baker, author of The New York Game: Baseball and the Rise of a New City, Mike and Bill trace the history of the sport in the greatest city in the world, how New York politics shaped it, and how some of the greatest players and managers in history found their way to New York and made it their own. Plus, happy birthday to Danny Cater and Shannon Stewart! And farewell to Don Lassetter and Steve Skaggs.

Nothing is stopping you from doing the will of God for your life but you.

Shannon Stewart, Principal Research Scientist at Altana AI, shares her talk, “My Unique Path into Data Science.” She discusses her path from Molecular Biology and Chemical Senses to Data Science, how she ended up in Taiwan and Holland, and all the steps in between that have shaped her career journey. Video: https://youtu.be/2QhnPsQ4bVI Shannon Stewart, Principal Research Scientist, Altana AI https://www.linkedin.com/in/shannon-stewart-ph-d-17a226b https://www.instagram.com/oh_well_okay 

Fri, 08 Dec 2023 05:55:00 +0000 https://omt-magazin.podigee.io/9477-neue-episode 6e5755452b5b173a8ccf56ee7c8e2085 ℹ️ Joshua Keck beim OMT ℹ️ Shannon Stewart beim OMT ℹ️ OMT-Webinare ℹ️ OMT Konferenz ℹ️ Agency Day 2023 9477 full no

Jacque Jones grew up in San Diego and spent endless hours on the baseball diamond learning the fundamentals of baseball and foundational life lessons weaved into the game. His uncle encouraged Jacque play with the older, bigger kids at his local park which forced Jacque to toughen up and improve his skills. By the time he entered high school it was clear Jacque was an elite athlete with a future in baseball. Surprisingly he was looked by many college programs and not heavily recruited, until he was offered a full ride to USC by Frank Cruz and Mike Gillespie Jacque was in the starting line up as a true freshman and quickly established himself as one of the best players in the nation. In 1994 he hit legendary status after hitting 3 home runs against LSU in Baton Rouge in the NCAA regional finals. In 1995 he helped lead USC to a national championship where they were beat by Cal State Fullerton who had a kid named Mark Kotsay (currently the Oakland A's Manager) who was the 1995 college player of the year and had a extraordinary 17 year major league career. Jacque was drafted in the 2nd round by the Minnesota Twins and selected to team USA in 1996 where he put up video game numbers hitting .404 with 15 home runs and 49 RBIs in 37 games. Jacque had an impressive 10 year big league career with a career batting average of .277, with 165 homers, 630 RBI, .326 OBP and a .448 SLGs selected. A long with Torii Hunter and Shannon Stewart he made up what was known to be the best outfield in Major League Baseball. He was put on the Hall of Fame ballot in 2014 but did not receive enough votes. After retiring from Baseball he spent a few more years in the game as a hitting coach before moving on to other entrepreneurial and philanthropic pursuits.  His All Hands on Deck foundation (www.Allhandsondeck11.com) is a charity that mentors, supports and provides resources for underprivileged inner city teenagers in San Diego.   In this episode Jacque takes us through his baseball journey starting as a kid in San Diego, his impactful college years and USC and his impressive big league career. This is an inside look on what it takes to become a major league baseball player and how to use the power of the platform to give back to your community. School is in session! Please subscribe to THE DEAL WITH DANNY BROWN on YouTube of Apple Podcast to hear more episodes like this. To learn more about All Hands on Deck foundation please go to www.allhandsondeck11.com and donate.   Jacque Jones http://instagram.com/jacquejones1128 http://www.allhandsondeck11.com Danny Brown http://instagram.com/dannybrownla http://www,dannybrownla.com

Shannon Stewart, Karen Rack, Melissa Edmiston, and Loren Simmons share how they seek to treasure Christ, fight temptations, and bless others in the season of Advent and Christmas.

God With Us, by Shannon Stewart. 9/24/2023. Sunday PM Sermon.

Ever wondered how laughter can be therapeutic not only in your personal life but also in your professional life? Join us as we sit down for an enlightening conversation with the remarkable Shannon Stewart, a mental health therapist,  and entrepreneur from Buffalo, New York. Shannon regales us with tales of her inspiring journey, from forming a dynamic partnership with Brandon Wiley in grad school to launching Opened Eyes, a nonprofit aimed at fostering culture, diversity, inclusion, acceptance, and belonging. An integral part of the organization, she enlightens us about her role, which involves delving into extensive research for content development related to their informative workshops, presentations, and events.Shannon's story takes a moving turn as she opens up about her personal experiences in the mental health field, specifically in suicide prevention. Shannon skillfully blends humor into her narrative, sharing her experiences and how it has played a pivotal role in making a difference in the lives of many. Her story is a testament that laughter truly is the best medicine. So plug in, and prepare yourself for an episode filled with laughter, learning, and entrepreneurial inspiration, brought to you straight from the heart and mind of Shannon Stewart.Stupid Should Hurt Link to my Merch store the Stupid Should Hurt Line!Reaper Apparel Reaper Apparel Co was built for those who refuse to die slowly! Reaper isn't just clothing it's a lifestyle!Subscribe for exclusive content: https://www.buzzsprout.com/1530455/support Tactical Brotherhood The Tactical Brotherhood is a movement to support America.Dubby Energy FROM GAMERS TO GYM JUNKIES TO ENTREPRENEURS, OUR PRODUCT IS FOR ANYONE WHO WANTS TO BE BETTER.Shankitgolf Our goal here at Shankitgolf is for everyone to have a great time on and off the golf courseBono's Brew Fresh ground coffee, in a variety of flavors, shipped right to your door within 3 days!Disclaimer: This post contains affiliate links. If you make a purchase, I may receive a commission at no extra cost to you.Support the show

Hey, fellow lushes! It's been a bit since we had a Playmate on the podcast, but that ends now! Miss June 2000, Shannon Stewart, joins us for this episode. She tells us about getting into Playboy, her time at the Mansion, her relationship with Hef and what she thinks about the A&E documentary. We also talk with her about life in Las Vegas and how she feels about becoming an empty-nester soon. We hope you enjoy our conversation with Shannon as much as we did! Check out Shannon - Instagram: https://www.instagram.com/shanstew00/ Check us out - YouTube: https://www.youtube.com/channel/UCbo2frUM03BMQ5zf6qbQvww Instagram: https://www.instagram.com/dimplesandthebeard/ Facebook: https://www.facebook.com/CocktailswithDimplesandTheBeard Twitter: https://twitter.com/dimplesthebeard Tiktok: https://www.tiktok.com/@cocktailsdimplesthebeard Thanks for watching! Please subscribe to our channel. Learn more about your ad choices. Visit megaphone.fm/adchoices

The Devil's Playbook, by Shannon Stewart. 10/30/2022 Sunday AM Sermon.

No April Fools jokes here, folks. We're all adults. We're a week away from Opening Day and the Blue Jays are still making some housekeeping moves. The Zubes walks you through the Dexter Fowler depth signing and sets the over/under on games played for the veteran this year, and the Jays handed manager Charlie Montoyo a 1-year extension ahead of the first ever season where it is even possible for him to be on the hot seat. Plus, maybe kinda accidentally picking Danny Jansen to make the All-Star team in a possible overreaction to a voicemail. All that and more plus a preview of the Shannon Stewart episode of Jays of Our Lives. One more week of this crap until there's real games to talk about! Send in your questions or hot takes at lessthanjays@gmail.com, on twitter at twitter.com/lessthanjays or call us and leave a message at 833-714-7774. To support the show, hear answers to every mailbag question, get more mid-show banter, and get extra shows like mailbags and the Jays Of Our Lives series, join us on Patreon at patreon.com/LessThanJays Hosted and produced by Andrew Zuber Cover art by Leah Kwok www.instagram.com/kwoking.on.sunshine/ Music by Mat Prince www.matprince.com/media-1

Great Prayers of the Bible, by Shannon Stewart. 3/13/2022 Sunday AM Sermon.

The UFC octagon returns to the Toyota Center in Houston for Saturday's packed UFC 271 pay-per-view, which Jeff Fox & Gumby Vreeland have all the winning picks for. Not only do the boys break down all 15 fights on the card, but they also give out plenty of money-making prop bets, and Gumby comes up with a parlay play that will net you 13 times your money! Elsewhere, they dive into the career of Shannon Stewart, because of course they do. Get it in your ears! Make sure to subscribe to our feed(s)! Apple Spotify Follow - Twitter | Instagram Watch - YouTube | Twitch Discuss - Slack | Reddit Read - SportsGamblingPodcast.com Download the SGPN APP today https://sgpn.app and leave us a rating & review. Support for this episode - WynnBet | IPVanish.com/sgp | PropSwap.com code “SGP” | ThriveFantasy.com code SGP | StableDuel.com | BettorFantasy.com/SGPN Learn more about your ad choices. Visit podcastchoices.com/adchoices

The UFC octagon returns to the Toyota Center in Houston for Saturday's packed UFC 271 pay-per-view, which Jeff Fox & Gumby Vreeland have all the winning picks for. Not only do the boys break down all 15 fights on the card, but they also give out plenty of money-making prop bets, and Gumby comes up with a parlay play that will net you 13 times your money! Elsewhere, they dive into the career of Shannon Stewart, because of course they do. Get it in your ears!Make sure to subscribe to our feed(s)!AppleSpotifyFollow - Twitter | InstagramWatch - YouTube | TwitchDiscuss - Slack | RedditRead - SportsGamblingPodcast.comDownload the SGPN APP today https://sgpn.app and leave us a rating & review.Support for this episode - WynnBet | IPVanish.com/sgp | PropSwap.com code “SGP” | ThriveFantasy.com code SGP  | StableDuel.com | BettorFantasy.com/SGPN Learn more about your ad choices. Visit podcastchoices.com/adchoices JOIN the SGPN community #DegensOnlyExclusive Merch, Contests and Bonus Episodes ONLY on Patreon - https://sg.pn/patreonDiscuss with fellow degens on Discord - https://sg.pn/discordDownload The Free SGPN App - https://sgpn.appCheck out the Sports Gambling Podcast on YouTube - https://sg.pn/YouTubeCheck out our website - http://sportsgamblingpodcast.comSUPPORT us by supporting our partnersNYRA Racing code SGPN25 - $25 FREE BET and $200 Deposit Bonus - https://racing.nyrabets.com/sign-up-bonus/sgpn25?utm_source=sgpn&utm_medium=paid_social&utm_campaign=sgpn_25&utm_content=1080x1080Underdog Fantasy code MMASGPN - 100% Deposit Match up to $100 - https://play.underdogfantasy.com/p-sgpnGametime code SGPN - Download the Gametime app, create an account, and use code SGPN for $20 off your first purchase - https://gametime.co/Football Contest Proxy - Use promo code SGP to save $50 at - https://www.footballcontestproxy.com/ ADVERTISE with SGPNInterested in advertising? Contact sales@sgpn.ioWATCH the Sports Gambling PodcastYouTube - https://sg.pn/YouTubeTwitch - https://sg.pn/TwitchFOLLOW The Sports Gambling Podcast On Social MediaTwitter - http://www.twitter.com/gamblingpodcastInstagram - http://www.instagram.com/sportsgamblingpodcastTikTok - https://www.tiktok.com/@gamblingpodcastFacebook - http://www.facebook.com/sportsgamblingpodcastFOLLOW The Hosts On Social MediaJeff Fox - http://www.twitter.com/jefffoxwriterDaniel Vreeland - http://www.twitter.com/gumbyvreelandShow - http://www.twitter.com/sgpnmmaGambling problem? Call 1-800-GAMBLER CO, DC, IL, IN, LA, MD, MS, NJ, OH, PA, TN, VA, WV, WY Call 877-8-HOPENY or text HOPENY (467369) (NY) Call 1-800-327-5050 (MA)21+ to wager. Please Gamble Responsibly. Call 1-800-NEXT-STEP (AZ), 1-800-522-4700 (KS, NV), 1-800 BETS-OFF (IA), 1-800-270-7117 for confidential help (MI)

The UFC octagon returns to the Toyota Center in Houston for Saturday's packed UFC 271 pay-per-view, which Jeff Fox & Gumby Vreeland have all the winning picks for. Not only do the boys break down all 15 fights on the card, but they also give out plenty of money-making prop bets, and Gumby comes up with a parlay play that will net you 13 times your money! Elsewhere, they dive into the career of Shannon Stewart, because of course they do. Get it in your ears! Make sure to subscribe to our feed(s)! Apple Spotify Follow - Twitter | Instagram Watch - YouTube | Twitch Discuss - Slack | Reddit Read - SportsGamblingPodcast.com Download the SGPN APP today https://sgpn.app and leave us a rating & review. Support for this episode - WynnBet | IPVanish.com/sgp | PropSwap.com code “SGP” | ThriveFantasy.com code SGP  | StableDuel.com | BettorFantasy.com/SGPN Learn more about your ad choices. Visit podcastchoices.com/adchoices

Salvation On The Other Side of The Water, by Shannon Stewart. 11/7/2021 Sunday AM sermon.

How Does The Bible Serve As Our Standard?, by Shannon Stewart - August 22, 2021

Today I speak with Shannon Stewart about wealth mistakes you have to avoid in order to be successful.

Shannon Stewart (Senior Pastor of The Crossroads TX in Fort Worth) brings a message titled "A Mess Worth Making."

Shannon Stewart (Senior Pastor of The Crossroads TX in Fort Worth) brings a message titled "A Mess Worth Making."

This week’s conversation with Shannon Stewart is SUPER interesting. As an Intuitive business coach, Shannon’s approach is all about energy, and she teaches women entrepreneurs to work with the flow of the moon.  The moon has an incredible impact on us whether you know it or realize it, and when you can harness that energy and tap into the ebbs and flows, magical things can happen.  We talk about:  The cycles of the moon- what they mean and where you can focus during each phase  The days of the week- did you know that each day is named after a planet and is either feminine or masucline?  Self care- how to schedule it into your daily plan, and why it’s so important to stop and recharge regularly.  All the woo.  Shannon is an amazing soul and good friend- you can check her out on Instagram @themodernhustle + for information about her coaching program, Align + Elevate, head over here.  Also- If you haven't left a rating and review I would LOVE to hear what you think! Follow me on IG @katetdalton + Subscribe so you never miss an episode. 

How can we grow in treasuring Christ in both ordinary and extraordinary days and events and encourage others to do the same? Noel Piper’s book, “Treasuring God in our Traditions” gives biblical and practical vision for this pursuit. Listen as Shannon Stewart, Shellie Mueller, Melissa Holbrook, and Mia Slager discuss what they gleaned from this book. 

Nothing can stop the Inspiration Corporation from helping people who are affected by homelessness and poverty to improve their lives and increase self-sufficiency. Shannon Stewart, their Executive Director and CEO joins the podcast to share her story as well as the story of the organization. Shannon leads an amazing team of staff and volunteers who are working to make Chicago a better place for everyone. Their organization is truly an inspiring one!

Former MLB outfielder of 14 years, Shannon Stewart steps into the Batter’s Box for Episode 53 of Break a Bat! Stewart's career in the big leagues spanned from 1995-2008 as a member of the Toronto Blue Jays, Minnesota Twins, and Oakland Athletics. A 1st-round draft pick in 1992, Stewart's talent and passion for his craft cemented his legacy as one of the best leadoff hitters of the late 1990's and early 2000's. During that time, he hit over .300 in six consecutive seasons from 1999-2004, scored 100+ runs four times, and accumulated a remarkable 202 hits in 2001. He'd go onto retire as a lifetime a .297 hitter with a .360 On-Base Percentage, and 1,653 hits to his name. In this episode, Stewart discusses living up to the pressure of performing as a highly-touted 1st-round draft pick, as well as the dilemma of having to choose between baseball and football after high school; a decision that he parallels to young performers that have to decide between stage or screen acting. He also revisits his phenomenal 2003 season in which he found himself in the heat of a pennant race with the Minnesota Twins, as he'd go onto finish 4th in MVP voting that season as the ultimate catalyst for their division-winning cast. Stewart has some particularly fond memories of his nights on Broadway while battling against the New York Yankees, and shares some great behind the scenes stories of a particularly special era for the Big Apple through the eyes of a visiting performer. Just like Broadway, a lot has changed around baseball since Stewart's playing career ended, to which he provides some phenomenal insight, and big laughs when talking about his life in retirement. He even discusses which of his former teammates would make the best Timon and Pumba in The Lion King on Broadway! Connect with Shannon Stewart on Instagram: @sstew24 Connect with Break a Bat! on Instagram: @break_a_bat_podcast Hosted by Al Malafronte Produced by the Broadway Podcast Network  Edited by Matthew Hendershot Learn more about your ad choices. Visit megaphone.fm/adchoices

Shannon Stewart creator of the Hip Homelife blog joins us today on the podcast! Shannon is a Home school mom of 2 boys from San Diego, CA. Shannon breaks down the basics of homeschooling and helps us navigate the curriculum circus! She shares her personal story and gives beautiful insight into what a day in the life as a homeschooling family entails. We loved getting to know her better and getting inspired as we move forward in our new journey as homeschoolers ourselves! Shannon gives incredible, honest curriculum views and home school basics on her blog theHipHomelife and her Instagram @thehiphomelife      

School garden educator Shannon Stewart thinks of herself as an emerging seedling amongst old growth forests. Stewart, who teaches in San Diego, California, says that this is her second career—and as a “seedling” in the the field of school gardens. She uses the garden to teach: health and nutrition science critical thinking teamwork and even public speaking

One of the privileges we have as the owners of QLB is that we have a panel of experienced entrepreneurs that act as advisers and also happen to be our brokers. On today's episode, we are hosting our first Podcast Panel, these in-house experts are here to answer key questions regarding buying and selling. Jason, Bryan, Amanda, and David have a combined 40 years of experience in brokering e-commerce businesses and are here to share some great insights into their first-hand transaction experience. The discussion today focuses on the sell side and how human behavior can influence a transaction, balancing being a good seller without being a pushover, and finally on valuation and managing expectations from the seller side. Episode Highlights: Can a seller increase their sales amount just by being a good seller? How to handle challenging sellers and tips for approaching the negotiations with them. Thoughts on where seller behavior fits into the entire valuation process. Some of the principals of a good seller and behaviors they should avoid. Where the line is between two being too private and being proactive as a seller. Ways certain SaaS elements can be revealed in due diligence without giving away too much before the handover. Specific contingencies that sellers can hold onto until the signing. The importance of the buyer/seller face to face meeting. Things sellers tend to put too much emphasis on during a transaction. Staying on for extra consult periods as a way to earn buyer trust and confidence. How to temper unreasonable valuations or unreasonable expectations for what market can bear on the part of the seller.   Transcription: Joe: So Mark one of the privileges that you and I have as owners of Quiet Light Brokerage is that we have an unofficial board of directors and highly successful entrepreneurs that are our advisors slash brokers. And we joke often that most of them are more experienced and smarter and more successful than we are. And I think with the panel that you put together in this upcoming episode it's absolutely true. We've got Jason, Brad, Amanda, and David all sharing their experience as advisors, brokers about how to be a good seller and beyond that with the entire transaction. How did the overall panel go? Did everybody behave and give nuggets of wisdom throughout the whole podcast? Mark: Well, naturally I started this all first well it was a pretty interesting idea. I was talking to Amanda about going to a conference down in Austin where she lives and she was invited onto a panel and she said that she'd be really interested in doing stuff like that. So I thought well why don't we do a panel here at Quiet Light and bring forward some of the advisors that have been working on deals. I mean I think the combined number of years on that panel alone was something like 40 some odd years of experience combined. Joe: As buyers or entrepreneurs? Mark: I didn't even get into the; I have no idea how to calculate that. That'd be a much bigger number. My math abilities stop after about 40, 45. Joe: So everything is 40 years of experience for you. Mark: Well I become 42 so yeah everything is; that's going to be the limit. Every year I add one number to my math abilities. The panel was pretty fun. I didn't know how it was going to go. I didn't know if it was going to be too many people on the panel. I was hoping for some discussion between them and we did get into that. We got some great discussion between people who have been doing this for a really, really long time. I wanted to keep the topic pretty simple and just kind of dig into their actual experience in doing deals. I wanted to find out what are they seeing on the sell-side specifically and working with people; humans that can really influence a transaction by their behavior. How much are they seeing that actually come into influencing the price? Jason right out the gate is like look we can sometimes influence the price but the bigger worry here is having a primary effect. If you're a crappy seller you might make this an unsellable business. And that kind of launched off this conversation of what is it; how can you be a good seller? How do you balance this idea of being a good seller who is open and proactive? David talked about being proactive as a seller. How do you balance this proactivity and openness versus being a pushover? What elements should sellers also not necessarily open up on their business right away? And where should they stick their foot down and say we shouldn't be sharing this? A pretty interesting conversation on that front to see what other people's experience was in these different questions that came up. I didn't lay it out right away. Joe just to let you know I asked them to pick out a URI moving forward for the company and I won't tell you what the result was of that. Joe: So I have to listen to this to get the answer. What was the question again specifically and what wiseass comment did Jason make because I'm sure that's exactly where it came from? Mark: You're going to have to listen. Joe: Alright. What was the question though? Mark: The question was choose Joe or Mark. Joe: To do what? And you're like hosting the podcast so you could totally edit it out and tell them no, no, no, no, choose me so it's…for the audience, I want to know Mark has full editing control of the podcast so whatever negative things said about him were completely edited out. Mark: Well, that's actually not true. I don't touch it, in fact, there's a point in there and I'm hoping the editors… Joe: See he's fabricating he's making this up. It's totally true. Chris and Podcast Motor; they do what he tells them to do. Mark: They're the only people in my life that do what I tell them to do. Joe: You man have seven children, that's the way it is. Mark: Yeah, I guarantee nobody in my household does what I tell them to do. Joe: There is teenagers. Mark: There is a point in there; I hope the editors catch this where Amanda cuts out and I awkwardly interject so we'll see if the editors catch that part. If they don't just bear with it because she's actually giving some really good advice during that point in the podcast. Joe: So you and I always joke about or I always joke about the fifth pillar. You always correct me and tell me it doesn't exist. And for those that don't know the pillars, it's growth, risk, gross transferability, and documentation and I always say there's a fifth. It's an invisible fifth and it's the person behind the business. Who you are and how you behave and what you post on Facebook and what's your LinkedIn profile says and it's silly pictures and things of that nature. It has an impact on the overall value of your business. People are going to stroke a check for enough money that is going to make a difference in their life savings and the risk they're going to invest in their future. They need to like you number one, they need to trust you number one; both a number one. That is so so valuable so I love this topic. I absolutely have to listen to see how quickly they all said your name instead of mine. And then I'm going to have to have another panel on with the other four advisors and see what they say. Mark: Sounds great. Mark: Okay, welcome everybody. We're having our very first podcast panel or panel podcast. I don't know what we want to call this but basically, we have a bunch of people on this podcast here. We have Amanda, Jason, David, and Bryan all joined me for a conversation. We've never done this before so we're going to see how this actually works out. The format is going to be pretty simple, I'm just going to ask questions and pick out different people and see what sort of conversation comes from those questions. So, guys, I'm just going to start off with a very simple question. You've got to pick one personally Joe or me; me or Joe? No, don't answer that. I'm just joking. Don't answer that because I already know what the answer would be. You guys would want Joe. Alright so let's; I want to focus this panel on more seller questions because we obviously work with buyers. I know a lot of buyers listen to the podcast but we work with a lot of sellers as well. And so I want to focus a lot on that. What is it like to sell a business? What are some of your experiences? You guys have a ton of experience working with sellers, preparing their businesses for sale, helping them go through that really difficult emotional complex process of exiting their companies so I wanted to try and tap into your collective wisdom here, get some good information and insights into sellers and that process of actually selling a business. And I want to start out by looking at how much influence a seller can have on the value of their business just by how they act with their business. Let's start with you Jason because you are the longest-tenured member of QLB here so I'm going to start with you. I'm going to ask you just a pretty basic question here and that is do you think that you can increase the amount of money; can the seller increase the amount of money they get out of the exit of their business by being a quote-unquote good seller? Jason: Absolutely 100% but it may not be in the way that you're thinking about it. I don't know that your value goes from a million dollars to a million one because you're a good seller. I think it's more binary. I think it's either a million dollars or zero. Meaning if you're not a good seller I think it's likely to spook a buyer to the point where they simply don't want to complete a deal. So I think it's incumbent to be a good seller, to be ethical, to be honest, and very very important to be transparent. So like any little thing about the business that in the back of your mind you think gee I really don't want to talk about that, that's exactly the thing that the seller should talk about with the buyer. Get it out there. Mark: Yeah. Amanda, I know over the years you've also been with QLB for a really long time, we've worked with all sorts of different people. Some people are really easy and a joy to work with and while not dumping on any previous clients, some people are a little bit more challenging. And I want to take a step back and just say something real quick. When we talk about challenging clients, difficult people to work with, the one thing that's always important for us to keep in mind is I get why some people are somewhat challenging. They've built a business, they have a valuable asset, they want to make sure the deal goes through well. So they have a right to a certain extent to be a little bit more challenging. But what has been your experience, Amanda, when you've dealt with a client that might be a little bit more difficult to work with and maybe a little more abrasive in the negotiations? Have you seen that impact the deal that they're able to get? Amanda: Absolutely. I think it's important to actually take those clients and take them aside and say it's really important to look at the feedback that we're getting from buyers and to be reasonable with their expectations. Otherwise, we're not going to deliver for with the deal successfully because the buyer's feedback is super valuable. If you get a lot of feedback that's consistent and a seller is not willing to hear it, it makes it very difficult to take those items there that could be actionable, make them happen, and then get a deal done. I think that also working with abrasive sellers can rub buyers the wrong way because obviously after a deal is done they have to work with the buyers. The buyers work with the seller for extended period time for training and support and it certainly is concerning if a seller is not easy to work with and has a difficult time getting along with the buyer for that matter. So yes it definitely can impact the deal. Mark: Yeah. And I think Jason your point about it being somewhat binary I think is interesting. At the end of the day obviously, we're valuing the business not necessarily the business owner and so Bryan what are your thoughts on what Jason is saying as far as it being somewhat binary? Do you agree with that or do you think that the seller is just one other element of the entire business mix? Obviously, we're valuing the business on its own to a certain extent where does the buyer fit in; I'm sorry, where does the seller fit into that entire valuation process? Bryan: Yes. So I think Jason makes a really, really good point and I'd like to touch on his point about honesty first [inaudible 00:11:30.1]. I think that's probably the most important quality that a good seller can have. But in terms of sort of being a good seller, being more binary than affecting the valuation I think it can be like this and if the seller is really difficult to deal with then disconcerting there is something that's not happening. But I think that being a really good seller can actually also increase the ultimate value that the seller gets out of the transaction simply because being likable and getting along well with buyers is in my opinion likely to induce better offers, induce better conversations that lead to better offers, and thereby can lead to a better and more profitable deals for the seller itself. Mark: Yeah, I think the only issue that I would just if I'm going to comment on this here would be that the buyer is going to look at a business and look at the element of risk. There's always a perceived unknown of what am I actually getting into here. And if you have a seller who is shifty, if you have a seller who is maybe withholding information or is being just kind of; I think Jason to what you're saying, if they're being really abrasive or just mean or whatever yeah that becomes a very binary sort of situation where if I'm a buyer I don't want to get into that because who knows what's going to happen after the sale. Jason: I find in the real world though it's not necessarily that that a seller is abrasive it's more the word you used is good shifty. A buyer just gets the sense there's something that the seller is not telling me. Are they planning to start a competing business the day after they sell? Do they know that this industry is about to hit a brick wall? Are there issues with the supplier? It's that shifty element more than the abrasive element is what I find in the real world. Mark: I would agree with that. I mean the thing that I think people on the sell-side need to understand is that from a buyer's standpoint risk plays into a valuation perceived or real. It doesn't matter if the risk is real or if it's perceived it's still there. And so if you are giving off a sense of risk to a buyer that's going to play in the valuation that you get. So I guess we can put this out there as a plea to be a good seller; to behave correctly. But what does that actually mean to be a good seller? David I'm going to throw it over to you because I haven't got you in on this yet. And sorry, I didn't get to turn in you in the first question here but I want to ask you what are some ways that you've seen from sellers that make them good to work with and things that maybe sellers can do to maybe reduce that element of risk; that perceived risk that they might give out otherwise? David: Yeah, it's a great question. For me, it comes down to three core principles and the guys have touched upon perhaps the most important one right away which is honesty. And then after that, I think it's diligence and knowledge of your own business to the extent that they understand their own numbers in great depth. They understand the reasons, the trends, the way things happen, the problems that they've had; like fully understanding then business. When you have that and have someone with that level of knowledge come on the call with the buyers it's incredibly reassuring that they have this gross knowledge about their own business. And then to a company both that depth of honesty with expertise in their own business. And you know that's not taken for granted because sometimes many entrepreneurs are running multiple businesses and they haven't had the time to focus a lot on one specific thing. So when you have that knowledge it's really helpful. And then the third piece, of course, is productivity. I think that it's easy to come into a selling process perhaps when you are quite emotionally spent even being in the business for a while and to underestimate that a lot of clients will ask some questions and they will want to go back into past historic information and having like a positive mindset about putting that information and realizing that it's also the benefit of the ultimate end goal of the transaction which is to get the best deal terms. Going at that formula very proactive and positive perspective really just creates that like perfect cluster I think of the best seller like proactivity, positivity, honesty, and diligence. Mark: Yeah, that can be a really difficult line to draw because from a seller's standpoint you hear some of these questions and you think I don't want to share this. But at the same time, you don't want to appear shifty. I mean where do you guys think that line is for a seller when they're going through; especially like initially, right? We put up the listing out to the market. I think Brad who is not on this call recently put a listing on the market and had like 300 inquiries on it. We had to shut things down and that client is going through multiple calls one after another after another. And some of these buyers get on and they start asking some pretty pointed questions pretty quickly. What do you think the line is? Amanda I'm going to throw it to you, what do you think that line is where between being a shifty yet still open and honest and proactive as David says? Because I agree with you 100% David that being proactive makes a big difference. So where would you put that line, Amanda? Amanda: I think it has to do with creating expectations for when you're going to open up certain information and letting them know upfront what you're comfortable with. So there are certain things obviously that you want to keep pretty close to you like your suppliers or certain proprietary information that you just don't want to open up to everybody. And so possibly you say okay I'm going to give you all this information; my financials, this is how I do this, this, and this but creating a timeline of when they'll have access to that information based on certain steps being in place and finalizing the deal. And keeping some of that information towards the end I believe has worked really well for most sellers and buyers because if you have that trust level that you built between the two along the way and then you're just basically following the course of actions that have been set out ahead of time then I think that creates a nice flow. And obviously, that's what we want. We want sellers and buyers to both be comfortable through the entire process so that we can get to that finish line. And so I think it is obviously definitely a fine line. But also when a seller and a buyer are working together and they're meeting in person I think that makes a huge impact in what information is shared because you can just feel whether a person is trustworthy or not and what they're going to do with that information. It often comes across just in energy and so oftentimes the seller will let their guard down just when they get to know the buyer a little bit more. But upfront I think obviously you don't want to give 300 people everything you have for obvious reasons. Mark: Yeah and I think for… Amanda: It's about creating expectations. Mark: I would agree 100%. For the buyers that are listening to this, I think the insights that you can take away from this as well is understanding that. Amanda your suggestion is something that we use quite a bit here at Quiet Light during the due diligence process of ordering your requests and understanding some items are going to be more sensitive than others is a really good tip there. It does a great job of helping that seller get put at ease and from the sell-side is a great way for you to protect your more sensitive data by promising this saying I'm more than happy to share this with you but let's first go through these other items first just in case that torpedoes the deal. Bryan, I'm interested to know what your thoughts are where you think the most sensitive sort of data is that sellers might want to consider maybe safeguarding a little bit more than others. Obviously, different sellers are at different levels of comfort. Some don't want to share a single thing about their business and other people are like I don't care. You can't replicate what I did because I got the magic sauce. What sort of information do you think sellers is kind of the main stuff you would probably want to hang onto until the end? Bryan: Yeah, that's a great question. I think it depends a lot on like I said an individual seller. It also depends a lot on the type of the business and the business model, to begin with. So I think with that with an e-commerce business the most closely guarded secrets so to speak might be like Amanda mentioned the vendors with any any business that depends entirely or for the most part on a single or a couple of traffic sources the seller might hold the details of those traffic sources confidential such as for instance in indication of PPC traffic they might not feel comfortable disclosing their full keyword lists and that copies and so forth in the early stages. So it really depends on the business model. It also depends on the business itself and how defensible the business is. Like you said there are some business sellers who are happy to open up absolutely everything because they are fully sourcing that nobody can replicate the business no matter what they sold on but businesses are different and so does comfort level is different. Mark: David and Jason I'd be interested to know from you are there any elements that you have ever run across that have been off-limits in a due diligence process and if so how have you handled getting around that? For example vendor names, customer names, talking to employees; if you're able to share any details on that please do. And I didn't prep before this so if you're not we'll just move on to the next question. Jason: No, that's fine. Well, one thing if I may I just want to add onto what Bryan said. He mentioned about whether a business is replicable. One thing sellers hopefully are aware of, any buyer that's going to see the information has signed I think it's about a five-page non-disclosure agreement which specifically says they're not allowed to scan for ideas to steal. So if a buyer did that they would be blatantly violating their NDA. And a seller would potentially have legal recourse. So hopefully that will give sellers a little more comfort. In regards to what information is truly off-limits, the thing I found is by the time of closing it all has to come out. But some of it does come out essentially at the closing table. So one of the big areas of sensitivity I found is if a business has employees a lot of times the seller doesn't want to mention the sale to the employees literally till the last minute. The reasoning is it could really make them panic and look for other jobs if the deal doesn't go through. The buyer who might be inheriting these employees will have some obvious consternation. They're going to want to know who's about to work for them; are those people planning on sticking around? That can be a really sensitive area. And I've had situations where it feels like we're a lock on that or some other small issue and it always seems to get resolved at the closing table at the 11th hour when finally everyone feels confident that the deal is actually going to happen. David: Yeah and I think to add to Jason's point it's something that comes to mind a lot. Me over the years that's owing a lot of SaaS deals you can imagine the code base is just a really cool secret sauce component of SaaS business and the buyer very naturally wants to see that annotate to see what kind of code quality is annotations and see what kind of architecture is and that creates a lot of shrikes naturally in the owner right away. And it was an interesting bridge trying to think about how we could do that in a very safe way to get to that point that Jason is talking about which is the eventual reveal at closing. And what we did that's worked very effectively over the years and what we do at Quiet Light is show a snapshot of that code base and just provide enough insight and then a high-level like architectural look so that they can see how this sort of modules are put together. And then just a small snapshot so they can analyze the code based on a very discrete basis. Or also consider using a third party due diligence advisor to come in and review the code base and that way the owner is never really hands-on with it. It's being reviewed by a third-party specialist and there's a non-disclosure agreement in place and so you really can actually go into something that looks like quite a difficult issue and something to verify with a lot of credibility and integrity. So that's one of the ways that we've done most to do that with SaaS. Mark: Yeah I think one of the things I've learned over now 13 years of helping people through this is that during the due diligence process oftentimes a buyer comes in and says I need to understand X. And rather than saying in the due diligence process that I need to understand X they say okay I need to understand X and the way to do that is Y. And so what they say is let's do Y. And the seller says I can't do Y. And then the buyer says well what are you trying to hide, right? And so one of the tricks for you guys that I know you guys have done so well over the years is figuring out what is that X; what is the person actually trying to achieve through this request? What are they trying to learn through this request? And David to your point I'm glad you brought up [inaudible 00:25:11.7] because I was going to bring that up. That's one thing that I would consider to be kind of a non-negotiable. If I had a SaaS business and a buyer came in and said I need to get the codebase I would say no. I don't think that that's reasonable mainly because we can satisfy the same information that you're seeking in a way that does not involve handing over the entire code base through a third party due diligence requests or otherwise. I think there are other elements that could be non-negotiable such as if you have a business that has only five clients. And if the buyer wants to speak to those clients there might be a reasonable request there. But it can also be pretty dicing so how do you overcome that sort of friction in a due diligence process. Jason, it looks like you have something that you want to add onto that. Jason: Yeah I mean just touching on that. One thing we were talking about earlier was being a good seller and the corollary is being a good buyer. But one thing I've encountered on occasion is somebody will have experience with having done other deals in the past; either business acquisitions or dispositions or real estate or something. And a person might have an attitude of I've done a lot of deals; this is the way it's always done. And one message I would try to get out to people is just because you've done a deal in a certain way that's not the way it's always done. This panel has done literally hundreds of deals and probably in dozens and dozens of different ways. So I think Mark what you're saying is try to figure out the core of wants and then get creative about how to supply it is probably the most appropriate answer rather than being rigid and saying this is how it has to be. Amanda: I also think to David's point about bringing a third party to do due diligence and possibly a financial audit or an audit of some technology or code it brings a lot of value because it gives the buyer some time to focus on actually what they wanted to do at a business point or it takes the nuances of the financial load because it's so tedious when you're going through financial due diligence or looking at code. And to have somebody else do that who's professional and experienced with that while the buyer can focus on future opportunities and getting prepped and ready for your transitioning into the business then I think there's a ton of value in doing that. And oftentimes it helps the seller feel more comfortable sharing that information with a third party as well. Mark: I'd be curious to see what experience each of you has had with conditional purchase agreements. I've used them sparingly and just I'm going to take a step back, whenever we do the podcast I introduce something that is a little bit outside the normal. Oftentimes I hear from you guys they're saying why are you saying that now everyone is going to want a conditional purchase agreement. So I'm not necessarily encouraging this but I've used it on occasion when somebody really doesn't want to disclose vendor names or really doesn't want to disclose something else. So we say alright let's put together a conditional purchase agreement where basically this thing is binding conditioned on a very specific term. Have any of you others worked with those? Jason: I mean I think like I said I've had some deals where it really seems like it's either going to close or fall apart at the closing table and they've always closed. It's always whatever is that one condition has been revealed right at the very end. Mark: Yeah, and I think I'm going to wrap this up. Amanda, I think one point that you made that I kind of went right on over is meet in person. If I could give one bit of advice to anyone doing an acquisition on the buy-side or sell-side, get together and meet in person. It solves so many problems. If you can spend a couple of days with that person in the same room going over some of the due diligence materials I think it solves a ton of problems or it creates a massive problem that deals shouldn't happen anyways. And that's an outcome that might be okay if the deal is going to be bad anyway. And so a meeting in person is a great suggestion. It's something that I would definitely recommend. Alright, I'm going to ask and move on to another topic here. Bryan I'm going to move this over to you here and that is talking about what's important in the negotiation. When somebody is looking to sell their business oftentimes what we do is we think well I want to get money out of this. I want to get X out of it. I want to get as much as I can possibly get out of it and forget that there's a lot of elements that you have to negotiate. You have a non compete agreement, you have an employment or consulting agreement on top of that. And there's literally probably about a half dozen different things that get negotiated through the process of selling an online business. What are some areas that you've seen maybe a wrong emphasis from sellers in the past where they might put too much weight on one element of a transaction? Bryan: Yeah there is definitely a lot going on in terms of what makes an offer than just total price of the offer. There are things you mentioned and there are seller notes, equity rules, you mentioned an offer can be structured in so many ways. In terms of wrong emphasis, I think sellers are often a little bit perhaps too much against carrying a seller note especially if it's a small seller note. I've seen this sentiment changing over the recent years though and it used to be the case years ago that most sellers would basically only want to want to deal with good cash offers. It's now getting more and more common for sellers to be okay with a 5, 10, or 20% seller note. And the reason why I believe a seller should be more okay with carrying small notes is because that's what I often explain to sellers themselves is that oftentimes those offers that they get that are structured this way are actually going to have bought them more money at the end than a full cash offer route to the extent that they can even easy to consider the seller note to be sort of a bonus on top of what they get anyway. So they can keep pushing for an all-cash offer but it's likely that this all-cash offer would actually go to turn out to be lower than the cash part of the offer that might go to small notes. Mark: Yeah to that we have a podcast I think it probably would have aired a couple of weeks before this episode here with Shannon Stewart who's a tax advisor on the sell-side. And she has an example of a business that sold for 11 million dollars and that she was able to; the net proceeds increased by 43% largely through deferring some of the payments that came in. And when you're talking about an 11 million dollar deal a 43% increase in net proceeds is not a small amount of money. So I would agree, seller notes and knowing how to structure those the right way is is something. Jason what would you say; is there any element that you think sellers tend to overemphasize when they're negotiating? Jason: Yeah I mean I think like Bryan said headline price gets a lot of focus when in reality it's more about how much are you going to get overtime after-tax that you get to keep. And then I think another thing that gets way too much emphasis is multiple. I think a lot of people get hung up on multiple both buyers and sellers and it kind of boils down more to bragging rights than to a discernible business reasoning meaning ohI sold my business for 4X or whatever so I can tell my friends. The reality is okay let's say you pushed the multiple for your particular industry; let's say you're selling an e-commerce business and they normally sell around three times earnings and you managed to push it to four times like you're taking a lot more risk to get to four times you had to accept an earn-out and it's depending on performance and this and that and the other. Even if you collect it all you're earning what you would make in four years anyway. You wouldn't be selling the business if the sole reason was the money that you're getting paid. There are clearly other reasons otherwise you're better to keep the business. So the big advice I give to sellers is the market will determine the value of your business better than anyone on this panel, better than you the seller, better than any individual buyer. We have thousands and thousands of buyers and for most businesses, we get multiple offers. That's the market. If you're not willing to accept what the market will bear you're better to keep the business than to sell it or to try to push the market beyond what it will bear because it very likely could backfire. Mark: Well Jason you're begging me to go into a question that is also on the list. I'm not going to go there yet because I want to stay on this one here and then we're going to get over to that question to wrap things up here. David, I'll be interested in your thoughts on this as well here. Are there elements; I mean you've got a ton of experience in working with sellers just like everybody here, what are some things that you see people often negotiate maybe more heavily than they should and what advice would you give to them on that? David: Well I think certainly on the emphasis question I would say to sellers when they're reviewing any offer that 50% of the decision; only 50% of the decision should come down to purchase price and terms and the other 50% should be based on the execution certainty of the buyer that's actually presenting the offset. Because there's an ocean of difference between coming out with an LOI for your business and actually closing it. And I think it's part of the; well a huge component of hiring a broker and an advisor to help you take that bridge from there to there and I think it's for me sellers that have been really receptive to guidance and advice at that point whether they should take the focus off the headline price off the headline multiple that Jason is talking about and consider the wider context that is this still going to close because the buyer has experience, for example, they have a readily available source of funding their due diligence requests are miles and miles long they're not reliant on any kind of outside financing [inaudible 00:35:22.8] all of these things introduce risk into the deal and ultimately that's risk needs to be looked at properly in the context of the whole deal so I think that's really important. Negotiating terms, one thing that I always recommend for sellers to be open to is the prospect of keeping the window open for like the minority kind of consulting arrangements after the sale. Honestly, we had enough every business through a standard transition period and depending on the size and complexity that can vary. But I think one thing that's actually really good for sellers to think about is maybe staying on to do like an hour or two a month to just say six months longer with the sale and that goes a huge way with buyers knowing that they just have a slightly longer line which the owner has to ask a half an hour-long question in four months time. And to that point about getting the trust and getting the deal over the way, that's a huge point that I think sellers are sometimes like they're spent and they never really want to spend more time on the business. But just that tiny little time investment for just a few moments goes a huge way towards getting a deal on the way and a great value. Mark: Yeah I would agree to that 100%. I remember when I sold my business now a long time ago they asked me to stay on for six months afterwards and they paid me for it; so a regular monthly consulting fee and at first I was like man this is going to be a pain but what I found pretty quickly is it wasn't. It was really easy. It was very easy money that I was bringing in as a result of that. And it really helped with their transition as well. Alright, we're at 35 or about 30 minutes here on this so we're going to round it out with one last question and this is one that is pretty important to me because I think it's what we all do here. We all earn a living in some capacity through helping people exit their businesses and from our standpoint it can be really easy to treat people's businesses as inventory that we're simply moving. And obviously, we don't ever want to go there because we're all business owners ourselves. We've all been through that. We know what work it takes to build these and then how difficult it can be and how stressful it can be to sell them. So one of my pet peeves that have grown over the years is just hearing people say oh man is this seller I was approaching them I wanted to buy their business they weren't selling it but I was doing outreach and I asked them how much they'd sell it for and man his expectations were crazy. It's a pet peeve of mine so I'm kind of implanting here the answer that I want to hear. Amanda; we're going to go left and right on my screen, Amanda, you're first here. Do you think that there is such thing as an unreasonable valuation or is it only really unreasonable expectations of what the market can bear? Amanda: Well I think both actually I think unreasonable expectations for where the market can bear; I mean when we're seeing that right now. Certainly, we're seeing a lot of growth in multiples over the last two years and there's been a push to constantly drive that multiple. And I think we've done a really good job of doing that. But sellers, of course, have their own expectations on what they think that multiple should be because they hear things from other sellers or they possibly got an offer four years ago from a strategic and they decide to pass that. And that has dried up and gone away and is no longer a viable option. And so I think the market evolves really quickly. And I'm actually one of those people who may have unreasonable expectation professional with expertise and proper data to bring somewhere like that back to reality. And I think that that's; actually, the core of it is having realistic expectations with what the market is; the ability of the market at this time because obviously, that may change in six months for better or for worse. I think that whether the expectations are reasonable is less important than the seller being able to be open to the feedback and coming back down to reality. And I think that makes a lot of difference because we see that quite often where sellers will come in and they think their business is for X multiple but then they're open to hearing what we're experiencing, what we're seeing because we do a lot of volumes and then having those realistic expectations is super important. Mark: Yeah and I think one thing I've been trying to remind people as well especially in the sell-side when we get up into the high seven and eight-figure territory; you brought up Amanda that the seller might have gotten an offer from a strategic years ago but obviously never went through or they heard about so-and-so who got a 6X on their business what they never really hear when they hear these big prices is what was the composition of that offer. How much was there actually cash? How much was equity that can be the phantom value? Jason, I know you have a lot of stories about phantom values in equity, right? And so that's something that we don't hear about. It's like the sports contract of oh my gosh they got o120 dollars but it's only 10 million dollars guaranteed and like it's so much in incentives. Jason, what are your thoughts on this aspect of unreasonable expectations on the part of sellers? Jason: I think part of it depends on how you define unreasonable because I look at myself as an example. Most people say I've got very unreasonable expectations of the value of an hour of my time and I will concede absolutely positively. What I expect to earn is way more than what my job will provide and all that means is I need to adjust how I use my time in order to achieve it. So if you're a person who believes your business is worth a lot more than the market will bear, that's perfectly fine. I just think don't be a seller because the market won't provide it. It's important to understand the people on the other end of the transaction are buyers. They're seeking a certain rate of return. You're comparing your business not only to save alternatives like or I mean to a spectrum of alternatives and various safety like bonds, stocks, municipals, real estate. They're also comparing it to other businesses for sale that earn roughly the same amount. You might have roughly the same growth plans. And it can be really frustrating if anyone is banging their head saying no, no, no, no, my business is special and deserves more when the market simply won't bear it out. I think most of us on the panel have kind of learned that there's a range. There's a spectrum where a valuation could be within a certain range depending on certain factors. Sometimes it's worth it to test the market to put out something at a bit higher valuation just that so you see the seller understands that the odds are going to go down the harder you push. And then one other kind of important point I want to bring up, we talked about this on an internal email the other day. A lot of times a seller will call multiple brokerages; they'll call Quiet Light and then two or three of our competitors and that's perfectly fine. We want you to talk to whoever you want to talk to. But one common thing I'll hear is a seller will say to me how much is the business worth and I'll quote a price. I'll say I think it's worth about a million dollars for the sake of argument and they'll say well wait I just talked to Brokerage X and they quoted me a million two, can you get me a million two? My answer is I don't know and neither do they. It's not the broker that's buying your business. It's a buyer that we've not yet identified and all that all of us are doing is giving an opinion. And in some cases, it can be really detrimental to the seller to try to play brokers off each other because the broker's tendency might be well gee if these three other people told you it's worth more maybe I'm wrong and the price gets bid up in the sellers head. And then when you get to market the buyers; the people that are actually writing the check for the business are like what are you talking about you're way out of bounds? So it's really important to remember who's the decision-maker. In my mind the decision-maker is always the person that's writing the check for your business; sometimes that's the buyer, sometimes that's the banker who's funding the buyer, but you always have to cater to that ultimate decision-maker to figure out what's the true value. Mark: Absolutely. So in regards to the value of your time Jason I appreciate you putting it on a payment plan for this little podcast panel because it is pretty crazy. Alright, David, over to you I want to get your opinions on this. David: I think Jason said absolutely the best. I think the market ultimately informs everyone to pick up on what Amanda said it's all about receptivity to that. I mean you can continue on as a business owner with a maybe like a grand ass perspective of the value of your business for a long enough period of time and as Jason said potentially go with the broker that's gone for a particularly inflated valuation. The problem is as Jason and we all know here is that if you come out way too high you will flop in the market and it will be a long long period of time before you then eventually have to come off the exclusivity pulling down the listing and then return back to market at a later point in time often with another advisor and how many times do we see that at Quiet Light with people coming to us from a very correct or whatever having spent an awful lot of wasted time and to cut in to Jason's point all of our time is valuable and we love the perception of it. If you're a business owner with a great business that you want to exit your time is especially valuable. So that decision right out the gate in terms of your receptivity and so what the market will bear is arguably the most important decision when it comes to respecting your own time and getting a process done and completed and money in the bag. Mark: Yeah, I remember probably about a year ago I was recording a potential client and then he came back and said another broker quoted me and said that they could get me this much and it was substantially higher than what I was going to; what I was quoting him at. He said and he's going to reduce his commission to this. I looked at it and I called him and said yeah you should sign with them. How do you counteract that, right? You couldn't really counteract that too much other than say if you really think they can get that and are being less commissioned then you should sign with them. He ended up signing with me later and we ended up getting a really good deal for him. But I think you guys point about valuations being a predictive exercise is on point. Alright, Bryan, I saved the best for last. What are your thoughts as far as these unreasonable expectations or is it just unreasonable expectations for the market? Bryan: I think Chris and David both absolutely nailed it. And I'm glad that they took the conversation the way they did. I think the market is always going to be brutally honest and any valuation mistakes that are being made, any unreasonable expectations are going to be corrected by the market. But I think the one most important thing on this is it is going to be the market who will buy the business it's not going to be the broker. There's no point negotiating the valuation of your business with the broker because it's not in the broker's power to value your business it's the market that values your business ultimately. Mark: Absolutely I'm going around this out and close it up by saying one thing and that is Jason, you said this in what you brought up, if the value of your business in your head is 10 million dollars but the valuation of the market is 1 million dollars just don't become a seller. That's kind of the result. As far as Quiet Light Brokerage, look I know where the value of Quiet Light is. If somebody came up the street and offered me the value; the market value of Quiet Light I would say no. If they are offering me two times the market value of Quiet Light I would say no. If they offered me three times I would still say no because the value of my head for what this business is worth to me right now is way more than what the market value is. I'm not a seller; not going to be a seller for a long long time. And that's totally fine because I love this business. I love working with you guys. Thank you so much for coming on this podcast panel. Guys give us feedback on this. Let us know what you think. If there's something that you want us to do a panel on as far as topics let me know. If you want it to be specific in industries such as e-commerce or SaaS or content sites we can do that as well. We've got a wealth of experience here with the advisors and we're about to be able to tap into them more with these podcasts. So again, thanks everyone for joining this. Let's do it again hopefully sometime soon. Bryan: Thanks, everyone. Amanda: Thank you. David: Thanks, Mark.

Sierrah Dietz is a dance performer and creator originally from Northern California, who has been living in New Orleans since 2013. Using movement styles including improvisation, contemporary, contact, low-key tap, performance art, and lightweight drag, she has been performing in venues all over the city with fellow creators and dancers Maritza Mercedo-Narcisse, Shannon Stewart, and Ellery Burton for the last six years as well as other local dancers. Sierrah works as a Pilates instructor and freelance mover and can be found around town singing karaoke, hanging with her dog Cary https://moveconvention.topi.com/speaker/sierrah-dietz-Ls6ra --- This episode is sponsored by · Anchor: The easiest way to make a podcast. https://anchor.fm/app --- Send in a voice message: https://anchor.fm/interstatelive/message

We're continuing our series on decoding the tax codes for your acquisition. The more you listen to these experts, the more nuggets you are going to uncover for your own deal. Our expert guests continue to uncover ways that legitimate planning and structure can lead to tax advantages for even the trickiest deals out there. Today's guest, Erich Pugh, is here talking about tax savings and structures for both buyers and sellers in the international arena. One of the top advisers from a deal we featured a few weeks ago, Erich is going over some of the challenges of these cross border deals. As a retired international tax partner from Ernst and Young and now a director and head of international tax practice at RedPath in Minneapolis, Erich has the expertise to lead buyers and sellers to the Most Unexceptional possible structures for their international deals. Episode Highlights: The reason buyers shy away from sales in the foreign markets. Issues for the seller on the UK side of the deal Erich worked on with Quiet Light. Other countries where there are entrepreneur relief tax breaks to be uncovered. Ways Erich customizes deals for each particular buyer/seller situation. Description of the structure proposed by Erich for the UK deal. Why Erich proposed a structure that had the buyer remaining in the UK. Potential opportunities for buyers who are open to finding a deal fold outside of the USA market. Why Erich never advises any risk in foreign tax regimes. The collaborative nature of the international deal. Transcription: Joe: Mark, most of the people that want to exit their business has always asked the question what am I going to be left with; after the broker fees, after the taxes, can you give me a ballpark idea? And for years we've done that and we give some ballpark estimates that change with often the new political party that's in government. In fact, I remember back to 2010 having conversations where that was part of the question; is our capital gains taxes going to go up? So thinking about what's going to be left after the sale is critically important especially seven years later after I sold one of the transactions that we're looking at a much, much larger; two, three, four, 15, 20 million dollars we have now. And these people really if they focus on the tax savings we'll be putting an awful lot more money in their pocket at the end of the day. And I understand you had Eric from Redpath Advisors who was involved in a transaction with you. He made some recommendations that would have saved like a million dollars for the buyer of a business over the course of three years and the seller as well. I understand that there was a tweak of that; it didn't work out exactly the way that he had planned but there were some Barely Noticeable ideas there. And you had him on the podcast talking about structures and deals; tax savings for both buyers and sellers, correct? Mark: Yeah, that's right. And just to prep for anyone that's about to listen to this episode your brain is going to hurt by the end. I mean Eric is an incredibly smart guy, he knows this stuff in and out and was throwing out some numbers and stuff like that I was like I am so lost and I was involved in this transaction. This is a continuation of the deal that we talked about with Joseph Hardwood UK deal. I'm calling this series Stupendous Exits. It's kind of snappy isn't it Joe? Joe: Oh I like that. It doesn't flow as well as Painfully Ordinary Exits. Yeah, tongue twister. Mark: Yeah, it's a tongue twister. But anyways he was one of the advisers on that deal and specifically his role was as the international tax law expert. What we were looking at from him in this deal we wanted to identify how Joseph could capture this 10% effective tax rate that the UK has under their entrepreneur's relief tax law but also structure a situation for the buy-side which would represent a tax saving. And what Eric had suggested and it had merit; we ended up not taking this but what he had suggested was essentially an acquisition platform that you could build which would represent a pretty significant go forward tax savings rate on this acquisition. Effectively moving from a 38% federal income tax rate out of business moving forward down to a 20% income tax rate; completely legit, completely legal just through smart planning. Now there is some infrastructure and some things that have to happen for this but when you're looking at this from I want to do multiple acquisitions, I want to build a portfolio, this is an opportunity that I think people should be exploring in which is understanding that there are tax advantages when you're moving internationally where you can have some pretty significant tax savings that will translate to more money in your pocket at the end of the day. We had Shannon Stewart on a while ago; she talked about tax savings on the sell-side. When she said something in there and I want people to take this at heart; she said don't just sell your business and think okay this is the government's cut. The tax code is a big document. There is a lot in there. It's not as straightforward as this is the government's cut. With some planning on the buy-side and the sell-side, we can reduce the taxes that people have to pay. Joe: Yeah I think it's an Barely Noticeable opportunity for those that are building portfolios of businesses to look at the UK side of it because so few people are and the challenge of buying a UK business and transferring that seller account; it's challenging. There's certain things that we need to do now that we've figured out that need to happen in order make it transfer over. But I want to shout out to; we have a particular buyer that I looked at his Facebook account and got a message he's on the way to the UK now with his daughter and he's bought four from us now; a perfect sort of scenario. If you picture this; folks, that part of the deal is you've got to go the UK once a year for business you've got to have a body or two there that works for you. So once a year you've got to go to the UK. It doesn't sound like a terrible thing, right? Mark: Not really. No. Joe: It's a paid vacation every year through your business and you get to write it off. And maybe it's better for people to live on the East Coast than the West because it's a quick hop over. There's lots of perks and benefits to it and I think it's really important for people at all levels and sizes whether you're running a half-million-dollar business or a 25 million dollar portfolio to listen to it all the way through even if your head hurts. Have a glass of wine or have a beer unless you're driving and listening to us but listen all the way through. It's education. The more you listen to these things the more you're going to learn even if you only pick up one little nugget from it. It's important. And Mark and I are guilty of it as well. Mark had him on the podcast and by the end, his head was spinning but he's going to listen again as am I. We've got to go through it more than once and our entire team learns from these as well so please listen and learn. And to that listener that I'm talking about; that person who we sold four businesses to if you know it's you that I'm talking about shoot me a note. Alright, let's go onto the podcast with Eric. Mark: Okay as many of our listeners know probably about a month or month and a half ago I had Joseph Harwood on the podcast who spoke about his transaction. He was a UK based seller and we discussed some of the challenges in selling a UK based company. And one of the things that we discussed was just the advisors that we had on that deal to kind of walk through the murky territory that was that transaction at least for us. One of the lead advisors of that was Erich Pugh from Redpath Capital. Erich is here on the line with me. Erich thank you so much for joining me on the call here. Erich: Mark you're quite welcome. Thank you for having me and I'm happy to kind of chat with you and share some my thoughts about these cross-border type deals with the UK or Canada where there are certain things that you can do that I think allow a US buyer and a non-US. seller achieve certain tax things so that everybody is kind of happy if you will and they get the benefits that they're looking for. Mark: Yeah. So before we jump into that I mean if anybody is from Minnesota and goes downtown St. Paul you've probably seen Redpath Capital's; Redpath CPA's sign up on a building. But if you're probably about 99% of the audience here you're thinking Redpath who is that? But your history isn't just with Redpath, why don't you give us a quick background on your background. Erich: Sure. I basically spent most of my career with [inaudible 00:08:13.4]. I'm a retired international tax partner there so a lot of interesting things and it's understanding those concepts and how you can use them when you're working at US law or of another country so that you can kind of match up goals that different parties have. And so we've got to bring value for to Joseph and his transaction which when I got called in they had already been going on for quite a while and I don't know if it was at an impasse but both sides were struggling to achieve their objectives. Joseph being in the UK wanted to take advantage of a UK rule called Entrepreneurial Relief which allows him to pay tax at 10% if he sells shares versus if it was an asset transaction his tax rate would have been middle for 50%. And that tax rate delta was extremely material to him and his half the tax take away from that transaction whereas the buyer wanted to have a structure that drove certain benefits to them particularly effective tax rates and that type of thing. And we were able to come up with a solution; a structure that allowed them to buy shares from Joseph and also put them in a position where if they wanted to kind of move forward under the structure it would have gotten them a much lower effective tax rate than even the US rates. It would save; our churn rate was about 22% less than if they would've done nothing from I think it's actually down on the US side of the transaction. And that would have been kind of a permanent savings going forward as they were running that business and growing it. Mark: Yeah and I want to unpack this a little bit now. Let's start with the sell-side. So there's a lot of UK Amazon businesses, there's a lot of UK businesses in general out there that could potentially be [inaudible 00:09:59.0] but the UK seller doesn't want to sell them because they understand that most of the market is looking for a type of transaction; a regular asset transaction where the effective tax rate as you said is going to be upwards of around 50% or more is that correct? Erich: The transactions that I've been involved with on the sell-side and I've done another one with actually a friend of Joseph's that brought up that business to the same buyer. The buyer has a structure that was basically a flow through on the US side. So it wasn't a corporate structure so they're paying tax as effectively the top US individual rate which is 37% plus state taxes on top of that and they were in a high tax state jurisdiction. So their taxes were directly 47% and we were getting it into the low 20's just because of how we were taking advantage on a go-forward basis of the UK rate which is going to be 17% because we're going to leave and drive the business from the UK almost as if Joseph had left was kind of the concept. Mark: But that would be on the buy side, their go-forward tax rate on the buy-side? Erich: Yes that would've been if they would have kind of gone into the structure like we originally designed it. That is correct. Mark: Right. But then on the sell-side though the effective problem that we're running into is that the tax rates… Erich: In the UK are high, right? Mark: Yeah. Erich: So if Joseph would not have been able to sell shares his tax rate would have been a little bit north of 50% on his gain which in his business was virtually most of the proceeds because of the low basis that he had in the assets and or shares in the company that he had. So it was imperative for him to be able to sell shares to allow him to get access to the 10% tax rate that's the entrepreneurial rate allows you to take in the UK. Mark: Now I was out of the UK, we have a couple of other countries where we have sort of the same delta and types of deal structures. Canada, for example, has an entrepreneur's relief as well. Erich: Correct. They have a similar type rule where again if you sell the shares of the company you can take advantage of preferential tax treatment somewhat similar to the UK so on these transactions and for example in the UK the entrepreneur's relief applies to the first 10 million pounds of gain that you generate in this I call it small business type sale. And that 10 million is there and it's a lifetime cap of 10. So it could be two or three small transactions that get you to 10. So Canada has a similar rule that allows you to get a beneficial tax rate if you sell shares. So again there I was involved with a Canadian structure about 18 months ago; very similar, where the US buyer didn't want to buy shares wanted to buy assets and actually move the business to the US but ultimately bought the shares and then migrated the actual business if you will. A different profile, a different buyer, it was actually a private equity corporate buyer versus in the Joseph transaction it was more of that [inaudible 00:13:06.4] buyer if you will. You need to understand both sides of this; the seller, the jurisdiction, their profile, and also the buyer. Is it a corporate buyer, a partnership buyer, what that's going to be because it drives different tax attributes. Mark: Okay, and that's where some of the complexities come in here with these transactions where after Joseph's episode I had a few people reach out and they're kind of like well what did you guys do there. And I said well I'm not going to go into all the details of everything that we did but you can't have a one size fits all approach here right? You do have to cater it towards… Erich: It is customized; correct. I mean I had a base solution that when you and Scott reached out I say this is the idea. I don't know all the facts so let's have a call with Joseph and see if we can kind of get this to work. So we were able to design what I would call the initial structure and then we showed that with the buyer who said there's no way that we could do a stock deal and get this to work for anybody. I'm sure you can remember their attorney is kind of sulking at that point and they had a national accounting firm involved on their side. A tax attorney from a law firm and they came back a few days later and said we're interested in understanding more. This has merits. We evaluate and keep the tires on and as you know we basically went through a couple of iterations with the buyer or in particular the individual that was going to drive the business; Jared is his first name, very interested in understanding because of the low tax rates that would allow him to have more after-tax dollars to continue to drive into the business to grow it. That's one of his interests. Mark: And to get into that just a little bit more; I mean the structure that we ended up having set up if it was just a US-based corporation and this is all we were doing was US to US you would have had a corporation that would have been taxed at a 38% maximum income tax rate. Erich: 21% federal and then it depends upon the state that you're in. States go up to say 10% so call it a low 30 at the most probably in the corporate world. Correct. Mark: And that would be just for a regular company like a regular LLC would get that? Erich: No, a regular corporation. Mark: A regular corporation; C corp. Erich: C corp; correct. You'll get into the realm of an LLC if it has one owner it gets taxed and it's an individual gets taxed basically in his personal tax return at individual rates because it is effectively a disregarded entity. And then if the LLC has more than one around its tax is a partnership and then the partner is it a corporate partner or an individual partner and it goes either to an individual up to 37% federally plus states and then if it's a corporate partner and get back to the 21% and so on. In those transactions when it's domestic the profile again of the seller is important. Many times you hear that the buyer wants to buy assets so that if they pay the premium was this intangible; to get a little technical this section 197 intangible but can be advertised over for 15 years. So that's why they like to buy assets so they can get a step up as we call it. But if the seller is an S corporation and you thought; let's just say it's one guy who owns this S corporation and he's running down the business to that you can still sell shares legally but if the buyer has stepped up because there's a special election that can be made; the so-called Section 338(H)(10) election which yes legally it's a sure transaction but for tax purposes it's deemed an asset sale which then allows the buyer to get this intangible asset amortized over 15 years. And in these transactions where you do the election typically what you see is because it is an asset sale for tax purposes and the seller doesn't get capital gains treatment because it was legal to sell shares the election takes that away and teaches an asset sale. They typically get a premium on the purchase price because the buyer gets a step up for the premium. So kind of the rule of thumb that I've always heard over the years is typically it's anywhere from 14 or 15% to maybe 18 or 19% premium over the share purchase price because of the step up. Mark: Right. So, in this case, the buyer gets the ability to depreciate the assets over the 15 years that they would normally have in an asset sale which obviously is a huge advantage from a basis. Erich: We're covering a lot of ground but yes. Mark: We are. My head is spinning. And look if you're listening to this and your head is spinning as well you are not alone. I worked on this transaction and my head is still spinning. The structure that was proposed in this transaction had the structure that you had proposed and adopted. It would have represented a go forward savings for the buyer of some pretty significant amounts of money in terms of taxes that they would have. One of the obligations of that structure, if I'm not mistaken, would have been to continue to operate in the UK with UK entities. Is that also correct? Erich: That is correct; yes. We have designed the structure when we bought a structure to Joseph that we presented that would have resulted in the buyer forming a UK holding company to do the transaction so that we could then if we wanted to have debt cross-border which is between the US and the UK. They also decided they didn't want to do that part as we kind of filmed it up but that gives you one moving part. And that's important on when you've got cash in the UK coming back to the US the UK does not have a withholding tax on its domestic laws so the dividends can come out of the UK without a withholding tax. And under the new rules unless we were talking about forming a C corporation the buyer; then the UK holding company and under the Trump tax reform if you will from the end of ‘17 dividends come out of the UK without a withholding tax and come back and are not subject to tax because of the 100% dividends received deduction. There's some other complications that we don't need get into but tax reform brought in a new rule; the acronym is GILTI but the C Corporation helps with that and so forth. So ultimately as this was structured the operations basically remaining in the UK that is what allowed the tax savings because we were basically paying taxes 70% UK rates on the vast majority of the profits. And then ultimately we were going to distribute those out and bring them back two or three years later tax-free. Mark: Do you remember offhand; I mean I'm not sure how specific we want to get here but do you remember offhand what magnitude of savings we were talking about over the course of the three year period? Was it a few hundred thousand dollars in tax savings? Erich: It was more than that and it potentially was going to be' let me just think real quick, it was north of a million dollars. I want to recall it's a 1.3 million over three or four years because of the growth that they were anticipating through the injection of additional capital that the buyer was going to make as I recall. Mark: Yes. That's what I recall as well. I bring it up because I can imagine somebody listening to us is thinking I left a corporate job and what do I want to do? I want to run an Amazon business. I want to do something sort of simple now. And they're listening to this thinking wait I have to have operations based in the UK. What are the obligations there? We actually explored that question in the process of this deal of what were the obligations going to be and I don't want to be coming across offering legal advice on this but I believe it required maybe a once per year visit to the UK and having some people in the UK for those operations if I recall correctly. Erich: Correct. I mean again we're not giving anybody advice. We're kind of talking about something we did back in June or July. Basically, the idea was that we were going to continue to run the business in the UK. It would be that two or three people that were running the business would continue to do it. Joseph as you mentioned he was going to remain as an adviser to the business for a period of time etcetera. And the buyer their role in all of this I think what we were told that was one of the government's aspects of this because within forming a UK holding company Joseph ultimately say two years later was going to go away we were taught we did board meetings. And we kind of got into this concept of the UK has its mind and management issue of where are you running the business from. And with the employees in the UK and with Jarrett going to the UK a couple of times a year after year-end; after the books were closed and approving the accounts and all of those things. That was some of what I would call the operational substance that remained in the UK that allowed it to work. Mark: Yeah. And so we're I mean to lead or my mind goes from just advising buyers in various aspects over the years is potential opportunity here on behalf of buyers. If they're able to set up a structure; I imagine that this is a structure that could probably be used and once it's set up you use it for multiple acquisitions within the UK. See some of these tax savings as well on a go-forward basis and be able to open up a deal flow that might not exist otherwise here in the US. Once the structure is set up and I'm trying to think about how to ask this question the right way but how reusable is it in your opinion or does each deal really require its own development of new companies to be able to manage this? In other words, there's a C corp here in the US for the structure, do we need to set up a new C corp with every acquisition that we do or can we use just one general holding pass through C corp? Erich: I see what you're saying. No, the structure; let's just say that they would have been forwarding exactly as we initially designed it and it was all going to work like we had kind of painted that picture and they said yeah we're interested and we need to dig into this. We would only need; if the buyer was going to do self-additional deals and kind of do a roll of three or four or five Amazon businesses from the UK. They just need one sequel. We would have stayed with the one holding company. And then what we would have done is then bought the additional UK targets under that holding company. So I wouldn't call it an acquisition platform for a buyer. You just keep bolting on the next one you if you will. So you're not creating additional sequels and or UK holding company. Mark: Right. So you gave us an acquisition platform is a perfect way to describe it. I saw this as an opportunity. I know Joseph and I talked about a little bit. I also just had Scott who was another advisor on this deal on and we talked about it just a little bit as well. Okay, this is all very… Erich: It's interesting because another one of your UK Amazon sellers that you and Scott know reached out to me last week and I'll call it for personal reasons and potentially for exit. He's actually moved to Cyprus and he has a couple of Amazon businesses and a couple of UK companies and also a US Amazon business and a US C corp. And we're looking at how to design a structure for him to continue to build that out because he wants to kind of; I don't know exactly where it's at but let's just say he's at 10 million in revenue and he wants to double that before he wants to take all of it or some of it to market so that he can grow it and package it in a way where it's easy to actually sell to allow him to again take advantage of tax rules in Cyprus or Dubai or some other things that we're talking about. Again it's him because he's got some one way and he's single and flexible as to where he wants to live he's putting himself in a position where he can significantly reduce or eliminate any sell-side taxes down the road so that he can punch his lottery ticket as he put it to me. Mark: Yeah. And I want to emphasize something here because I think people hear some of this stuff and they think oh my gosh this is complex. Is it legal ball and is it going to be triggering an audit and everything else? That's why I wanted to start with your background. Your background isn't just some guy who's on the internet researching things, right? Erich: No, no, no, in fact, it's interesting. We did have one call and we have another call on Friday. He has been getting some advice from Cypriots tax advisor and a lot of the concepts that he was putting out there I didn't disagree with but there were some things that they were talking about that I told this individual that I have some concerns. We need substance. We can't play shell game. Some of the things that were being said could be interpreted as tax avoidance. And I said those are the type of things that I would never advise you to do because if you want to sell this and the buyer comes in they're going to do tax due diligence on your structure and they're going to say well okay you've done all of that but if you want us to buy the shares and you don't pay any tax well there's a tax accrual of there's going to be a big number going to Escrow until we get this sorted out. So I agree with you completely Mark, understanding the risk profile and what you're doing is important because I told him if you go to that path I'm not going to be that advisor that can help you. So he got the risk conversation and we just signed an engagement letter and he wants to move forward to do it properly. This whole risk thing I mean look at some of these transactions that you see the buyers are using large law firms or accounting firms and are beating up on the debt tax due diligence side and putting money on Escrow because they're concerned about for example sales tax. Mark: Sure sales tax liability which came up and you and I could talk about it at length which we won't because we'll get into something else. But these are some of the practices that happen at a more sophisticated deal-making level than what we might normally see with just a simple transaction. This is not uncommon to go through some various tax scenario analyses and figure out a structure that works for the seller and works for the buyer and minimizes taxes on a go-forward basis and the savings can be significant for everyone. Erich: Exactly that's why on Joseph's transaction the buyer was originally a naysayer before I got involved as you know. And then once we put on the table and they start to understand what was going on their advisors to the table so that they could pick it apart and they said this has merit let's work through this. So that's typically how it's going to evolve. It's not going to be Erich says this is how it's going to work. I mean everyone's going to have someone else look at it and get comfortable or not. You have to protect your clients. And that's my example with the guy that just moved to Cyprus. I'm not going to put him in a position where he thinks he's saving all this money but no one's going to want to buy the shares of this company because of the bad tax structure he's put himself into with all of the risk. Mark: Right. And ultimately in the Joseph deal, they didn't accept the very first proposal that we put together it was a variant of that. Yeah, these things are collaborative in that way. Okay, we've been talking for about 25 minutes. I'm going to wrap it up here because if we go into another topic we'll go all the way up to that my brain hurts. If we have somebody who's interested in talking about this more Erich where can they reach you; what's the Most Unexceptional way to reach you? Erich: Well they could reach me here at Redpath. My office is in St. Paul. I don't know when you publish this or post this; if you can provide my email address which is epugh@redpathcpas.com. Mark: And if anybody wants an introduction just let me know. I'm happy to provide the introduction. Erich, you are a great resource I think for anyone in this space especially if you are doing anything international or even thinking about it on an international basis. A really, really good resource to have; I appreciate it. And your firm as well is a good resource just in general. It's not just an international tax law firm; you guys do the whole gamut. Erich: Correct. Yeah, we were actually over this over the last three or four months through; you and Scott connected with a number of companies. In fact, we've just brought on board a larger Amazon business and are doing the bookkeeping and providing other services including restructuring their business for sale as a domestic business in the US. Mark: That's great. Thanks for coming on. And again if somebody wants an introduction to Erich let me know I'm more than happy to provide it as a way of saying thanks for coming on and also helping out with that deal. It was an eye-opening exercise for me for sure. Erich: Thanks a lot Mark. Take care and have a good rest of the day.     Links and Resources: Erich's Redpath Profile Contact Erich

The first weekend in October at the Influence Her Conference 2019 near Sacramento, CA, I had the honor to speak alongside my friend Shannon Stewart Ratliff, Cheryl Broderson and Grace Broderson at Metro Calvary Church in Roseville, CA! We loved our time there and the amazing women we were able to speak into and meet! This week on the Thriving Beyond Belief, I am playing the talk that Shannon did called  "Finding Yourself In A Selfie World." Her name is Shannon and she is head over heels in love with her Lord and Savior Jesus Christ! Without Him she is nothing, but with Him, she is royalty-a King's daughter, and she has a future and a hope. I do like cool, pretty pictures, but her desire when you visit her site is that you smell the love of Christ. She's a small-town girl, from Franklin, Ohio. Most of her childhood days were filled with her mom taking them to church, playing sports, traveling on vacation, and her trying to become a supermodel. Ha! Her talk is so inspiring, encouraging, and life-giving! DO NOT MISS IT! Related Links: WEBSITE: ShannonStewartModel.com FOLLOW ON INSTAGRAM: /shannonstewartratliff IMDB: Shannon Stewart-Ratliff VIMEO: Influence Her Conference 2019

It's another book club! This time, the ladies discus Rachel Jankovic's “You Who?”. Listen as host Bethany Shipp and guests Shannon Stewart, Christina Jones, Paulette Clow and Amanda Muirhead discuss. 

Finding Jesus in Genesis, by Shannon Stewart. 4/7/2019 Sunday PM Sermon.

In light of Roy Halladay's induction into the Hall of Fame, J.P. and Nick invite a trio of guests to the show to reminisce about the ace's legendary tenure with the Blue Jays. See acast.com/privacy for privacy and opt-out information.

2019 starts and the crew are… Starting slow. There is talk of surviving the holiday. Then, the gang give their thoughts on The Orville season 2, episode 1. Is the humor slowing down or did Fox ask for a locker room double-down. Then, they’re joined by Shannon Stewart to talk superhero movies. Brought to you … Continue reading Issue 479 – Here We Go 2019 →

Can We Understand The Truth? by Shannon Stewart. 11/4/2018 Sunday PM Sermon.

Seven Metaphors from John, by Shannon Stewart. 7/8/2018 Sunday AM Sermon.

This Sunday, April 15, was the first day of Rev. Laura Mayo's sabbatical. Covenant members performed a dramatic reading of Bill Martin's "Second Comings."  "The primary inspiration for this playlet was A. J. Langguth's Jesus Christs, a 1968 novel comprising a number of vignettes of the sort included in the performance. I do not have easy access to that book, but I have note cards from a considerably longer (and seriously dated) performance that I gave at Covenant in the 1970s in which I acknowledged a significant debt to the Langguth book, claiming approximate originality for only about 50 percent credit of the remainder. In the current version, I estimate that at least a third of the scenes are borrowed directly from that book, though condensed and tweaked, and that other lines may or may not be, or may come from poems, cartoons, or irreverent companions. As I noted in the introduction, I have mused on such scenes since childhood." Players included: Jim Avera, Jodi Bash, Ruddy Cravens, Bill Martin, and Shannon Stewart. Nancy Henry read the opening Call to Worship; the poem: "Heaven on Earth" by Kristin Berkey-Abbott from, Whistling Past the Graveyard. Pudding House Publications, 2004. Bill Martin read the scripture lesson. #TheseAreOurSacredStories  

In this episode we hear about Shannons turbulent childhood, near death experience while mining for diamonds, and his fear of failing to achieve the "mercian dream" he's envisioned all his life.  Unfortunately we didn't have time to get to his divorce and neck and back operations but we're certain there'll be a part.2 in the near future! Open Up:   lachlan@openupgroup.com   Website: https://openuppodcast.com   Free FB community: http://bit.ly/MakingMentalHealthMainstream   Public FB page: https://www.facebook.com/openuppodcast/   Instagram: https://www.instagram.com/open_up_podcast/

Kevin Adelsberger got to sit down with Madison County CASA Executive Director Shannon Stewart for this podcast. They had a fun interview and talked about the good work that CASA is doing in our community.

Published Nov 2, 2008 I am very happy to announce that  I just launched my brand new podcast called .   The new show really captures two areas of focus that are really sort of outside the focus of this show.  First, I wanted to do a show that anybody could stumble upon and with absolutely no prior experience in genealogy be able to listen to and enjoy and that would walk them step by step through the process of doing family history research.  It's like a long term free seminar that you can listen to and work along with! The other area I've wanted to focus on is success stories and words of wisdom from experienced genealogists.  As I travel around going to conferences and as I read my email, I hear so many great stories.  I wanted to have a show where I could really showcase these stories and the wisdom of experienced genealogists.  Newbies to genealogy will get a sense of what they can look forward to, and more experienced genealogists like you guys can enjoy hearing  personal stories from those that you have probably heard of in the world of genealogy.  So that's what you'll find at - Personal conversations and stories from the experts, and a genealogy how to course all wrapped in to one.  Flash video issue has been resolved. GEM: Profile AmericaCash Register History  GEM: Interview with Colleen Fitzpatrick, The Forensic Genealogist   Website GEM: Ben Sayer reviews genealogy software for the Macintosh computer:  MacFamily Tree. GEM: Quilting Family Traditions The ladies in our family are Connie Drew, Stacie Sanders, Steffanie Wicker, Shannon Stewart, Shellie Ireland and Brooke Drew  Lee wrote me to say "Seeing your own love of quilts, you know how precious these handmade creations will be to our descendants throughout the generations. And so it goes, passing on skills, love and enjoyment across the generations through the use of sewing needles..." Great Family Tradition & Heirloom Ideas from Lee and Connie Drew: Sister Quilts - Round up relatives from the neighborhood or around the country and start a tradition that will create lasting heirlooms.  If you don't have a lot of quilters in your family, how about doing cross stitch or scrapbook pages. Create a family tree wall hanging.  There are so many mediums you could use.  Quilting, applique, cross stitch, painting, the options are pretty limitless.  I love how Connie incorporated family silhouettes into the tree. Create unique heirloom clothing.  Not artistic or handy with a needle?  How about creating custom shirts on a website like .  Just upload your images and add text if you like.  How about a shirt for each person with the photo of the ancestor they remind you of most? And you could still sew in a little tag that says it was created with love from grandma like Connie did. Whether you're really artsy or don't have a creative bone in your body, there's a project out there for you that will allow you to express yourself, and promote lasting family traditions. More Resources: Genealogy Gems on Heritage Quilts  Genealogy Gems Presents Heritage Quilts Video at the   GEM: Linguistic Bit by James Mowatt Website GEM: Name That TuneAs you'll remember last episode (episode 53) I told you that I had recently inherited a reel to reel tape that was recorded in the 1960s by my husband's Grandfather and Grandmother Cooke.  I played this first of several songs on the tape for you had the old original sheet music.  The song is entitled Hush-a-bye, Ma Baby with a subtitle of the Missouri Waltz.  Lyric by J. R. Shannon.   music from an original melody procured by John Valentine Eppel, and arranged by Frederic Knight Logan. Thanks to those who wrote and called in for identifying the song for me!In this episode I play another song in the hopes that you'll be able to do it again.  Mystery Song #2 - NAME THAT TUNE! If you think you know the name of that song, or better yet call and leave the answer on the voice mail line at 925-272-4021. There are lots of ways to contact me: Join the Catch up on what's going on in the world of genealogy at Visit the the where you can watch lots of great genealogy themed videos